0001144204-16-112223.txt : 20160708 0001144204-16-112223.hdr.sgml : 20160708 20160708154625 ACCESSION NUMBER: 0001144204-16-112223 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160706 FILED AS OF DATE: 20160708 DATE AS OF CHANGE: 20160708 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rouse Properties, Inc. CENTRAL INDEX KEY: 0001528558 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 900750824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-608-5108 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759310 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759311 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc. CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759312 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: Brookfield Holdings Canada DATE OF NAME CHANGE: 20120123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Partners Ltd CENTRAL INDEX KEY: 0001560282 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759313 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759314 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 161759315 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 4/A 1 v443829_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2016-07-06 2012-03-12 0 0001528558 Rouse Properties, Inc. RSE 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001560282 Brookfield Property Partners Ltd BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001540230 Brookfield Holdings Canada Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504721 Brookfield US Corp BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 Series I Preferred Stock Par Value $0.01 2016-07-08 4 J 0 193876.25 D 0 I See footnotes Common Stock Par Value $0.01 2016-07-08 4 J 0 499 A 1499 I See footnotes Common Stock Par Value $0.01 2016-07-08 4 J 0 1499 D 0 I See footnote LLC Interests of Rouse Properties, LLC 2016-07-08 4 J 0 1000 A 1000 I See footnote On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("Rouse"), BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation"). Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of the Surviving Corporation. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016. On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse. On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC. /s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC. 2016-07-08 /s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED 2016-07-08 /s/ Jane Sheere, Secretary, BROOKFIELD PROPERTY PARTNERS LIMITED 2016-07-08 /s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC. 2016-07-08 /s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC. 2016-07-08 /s/ Mark Srulowitz, President, BROOKFIELD US CORP 2016-07-08